HomeMy WebLinkAbout2013-12-18 Special Meeting PacketCITY COUNCIL MEETING
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NAME
ADDRESS
$alq yUQsi Cl�esi� S'7 7/aulS %SZzs
y{o't�}IiOMETOIVN
December 18, 2013 6:30 p.m. —Anna City Hall Administration Building
The City Council of the City of Anna will meet in Special Session at 6:30 p.m.,
December 18, 2013, at the Anna City Hall Administration Building, located at 111 North
Powell Parkway (Hwy 5), to consider the following items.
l . Call to Order.
2. Consider/Discuss/Action regarding a Resolution approving a Subdivision
Improvement Agreement with the Owners of an approximate 634 acre tract of
land located in the Grandison Stark Survey, Abstract No. 798.
3. Consider/Discuss/Action regarding a Resolution approving the City Manager
Annual Review.
4. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter 551,
the City Council may enter into closed session to discuss any items listed or
referenced on this agenda under the following exceptions:
a. consult with legal counsel regarding pending or contemplated litigation
and/or on matters in which the duty of the attorney to the governmental
body under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas clearly conflicts with Chapter 551 of the Government
Code (Tex. Gov't Code §551.071); legal issues related to revisions to
provisions of Personnel Policy Manual.
b. discuss or deliberate Economic Development Negotiations: (1) To discuss
or deliberate regarding commercial or financial information that the City
has received from a business prospect that the City seeks to have locate,
stay, or expand in or near the territory of the City of Anna and with which
the City is conducting economic development negotiations; or (2) To
deliberate the offer of a financial or other incentive to a business prospect
described by subdivision (1). (Tex. Gov't Code .4551.087), proposed
mixed use development.
c. discuss or deliberate personnel matters; City Manager Annual Review.
(Tex. Gov't Code §551.074).
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is
considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 91 924-
3325 hvo working days prior to the meeting so that appropriate arrangements can be made.
124843 CC Regular Meeting Agenda.doc 1 Posted 124343
The council finther reserves the right to enter into executive session at any
time throughout any duly noticed meeting under any applicable exception
to the Open Meetings Act.
5. Adjourn.
This is to certify that I. Philip Sanders, City Manager, posted this agenda at a
place readily accessible to the public at the Anna City Hall and on the City
Hall bulletin board at or before 5:00 p.m. December 13, 2013.
City Manager
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session conceniing any of the items listed on this agenda, whenever it is
considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 72
3325 two working days prior to the meeting so that appropriate arrangements can be made.
124843 CC Regular Meeting Agenda.doc 2 Posted 124343
CITY OF ANNA, TEXAS
RESOLUTION NO.
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE CITY MANAGER'S
2013 PERFORMANCE APPRAISAL.
WHEREAS, the City Council of the City of Anna, Texas (the ty Council") has completed
the City Manager's 2013 Performance Appraisal; and,
WHEREAS, the City Council and the City Manager have approved and executed a City
Manager Agreement (the "Agreement") effective November 12, 2007; and,
WHEREAS, at any time during the term of the Agreement, the City Council many, in its
discretion, review and adjust the salary of the City Manager, and shall base said adjustments
on the performance of the Manager and may use factors such as comparable municipal
compensation for the city manager position;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT%
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Performance Appraisal and Salary Adjustment.
The City Council hereby approves the City Manager's 2013 Performance Appraisal, and
consistent with the Agreement, authorizes an increase in the City Manager's annual salary
by 3% effective December 19, 2013.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 18th day of
December 2013.
ATTEST:
Natha Wilkison, City Secretary
APPROVED:
Mayor, Mike Crist
CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
CITY OF ANNA, TEXAS
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A SUBDIVISION
IMPROVEMENT AGREEMENT WITH ANNA TOWN CENTER NO. 1/BRGT, LTD., ANNA
TOWN CENTER NO. 2/BRTO, LTD., ANNA TOWN CENTER NO. 3/WARN, LTD., ANNA
TOWN CENTER NO. 4/SHRP, LTD., ANNA TOWN CENTER NO. 5/HSLT, LTD., ANNA
TOWN CENTER NO. 6/LNRD, LTD., 40 PGE, LTD., O.P. LEONARD, JR. INVESTMENT
COMPANY, LTD., NANCY ALICE LEONARD INVESTMENT COMPANY, LTD.
(COLLECTIVELY, "OWNER") AND ANNA CROSSING AMC, LTD., ("PAYEE").
WHEREAS, the City of Anna, Texas (the
Agreement (the "Agreement") regarding
necessary to serve an approximate 634
Survey, Abstract No. 798, and;
y "Cit") has negotiated a Subdivision Improvement
the construction of certain public improvements
acre tract of land located in the Grandison Stark
WHEREAS, the City Council of the City of Anna, Texas (the "City Council") finds that
approval of the Agreement will benefit the City and is in the best interests of the citizens of
Anna;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Subdivision Improvement Agreement.
The City Council hereby approves the Subdivision Improvement Agreement attached hereto
as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same.
The City Manager is hereby authorized to execute all documents and to take all other
actions necessary to finalize, act under, and enforce the Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 18tn
Jay of December, 2013.
ATTEST: APPROVED:
Natha Wilkison, City Secretary
Mayor, Mike Crist
CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
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EXHIBIT A -LEGAL DESCRIPTIONS
IN IV TOWN SQUARE (+/- 634 ACRES)
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LBGAL DESCRIPTION
TRACT 1
BEING, a tract of land out of the Grandison Stark, Abstract No. 798, and being part of a 238,614
acre tract, as recorded in Vol. 4942, Pg. 511, a 40.001 acre tract, as described in Document No.
20070409000472400, a 43.67 acre tract, as described in Volume 5717, Page. 2431, a 23.80 acre
tract, as described in Document No. 20070208000183560, a 40.00 acre tract, as described in
Volume 5622, Page 1863, a 129.92 acre tract, as described in Volume 5631, Page 2600, and a
10,5746 acre tract, as described in Volume 5618, Page 2878 in the Deed Records of Collin
County, Texas, and being more particularly described as follows.
BEGINNING, at a 5/8 inch iron rod found at the most northerly northeast corner of said 40,001
acre tract, being the west line of Wildwood Farms Addition, an addition to the City of Anna, as
described in Vol. G, Pg. 746, in the Plat Records of Collin County, Texas;
THENCE, South 01018'33" West, along the east line of said 40.001 acre tract and the west line
of said Wildwood Farms Addition, for a distance of 736.06 feet, to a 5/8 inch iron rod found at
the southwest corner of said Wildwood Farms Addition and being an interior ell corner of said
40.001 acre tract;
THENCE, South 88034'06" East, along the north line of said 40,001 acre tract and the south line
of said Wildwood Farms Addition, for a distance of 1234.50 feet, to a 5/8 inch iron rod found at
the northeast corner of said 40.001 acre tract;
THENCE, South 01111'46" West, departing the south line of said Wildwood Farms Addition
and along the east line of said 40.001 acre tract, for a distance of 1223.20 feet, to a 5/8 inch iron
said 40.001 acre tract and being the northeast corner of said
rod found at the southeast corner of
43.67 acre tract;
THENCE, South 01°38' 19" West, along the east line of said 43.67 acre tract, for a distance of
668.88 feet, to a 1/2 inch iron rod found in the north line of La Paloma, an addition to the City of
Anna, as described in Vol. C, Page 418 in said Plat Records;
THENCE, North 89131'01" West, along the south line of said 43.67 acre tract and along the
north line of said La Paloma, for a distance of 2100.92 feet, to a point for corner at the northwest
corner of said La Paloma and being the northeast corner of said 129.92 acre tract;
THENCE, South 01113'48" West, along the west line of said La Paloma and the east line of said
129.92 acre tract, for a distance of 1527.89 feet, to a 1/7. inch iron rod found at the southeast
corner of said 129.92 acre tract;
THENCE, North 87°03'41" West, departing the west line of said La Paloma and along the south
line of said 129.92 acre tract, for a distance of 15.88 feet, to a 1/z inch iron rod found;
THENCE, North 89°20' 19" West, along the south line of said 129.92 feet, for a distance of
1884.06 feet, to a 1/2 inch iron rod found;
THENCE, North 01°40'03"East, continuing along said south line, far a distance of 18.35 feet, to
a calculated point for corner;
THENCE, North 88019' 57" West, continuing along said south line, for a distance of 952.27 feet,
to a calculated point for corner;
THENCE, South O1°17'22" West, departing said south line, for a distance of 1337.42 feet, to a
inch iron rod found at the southeast corner of said 40,5756 acre tract;
THENCE, North 88014' 55" West, along the south line of said 40,5756 acre tract, for a distance
of 669.97 feet, to a calculated point for corner;
THENCE, North 88°13"09" West, continuing
id di
THENCE, North 88°12'02" West, continuing along said southline, for a distance of 336.73 feet,
to a'/z inch iaid 40.5756 acre tract;
iron rod found at the southwest corner of s
THENCE, North 00054' 13" East, along the west line of said 40,5756 acre tract, for a distance of
1335,10 feet, to a calculated point for corner in the south fine of said 129.92 acre tract;
THENCE, North 88019'57" West, along the south line of said 129.92 acre tract, for a distance of
853,62 feet, to a calculated point for corner at the southwest corner of said 129.92 acre tract;
THENCE, North 19°48' 29"East, along the west line of said 129.92 acre tract, for a distance of
A82.75 feet, to a calculated point for corner at the northwest corner of said 40.00 acre tract same
being the southwest corner of said 238.614 acre tract;
THENCE, North 19049'04" East, along the west line of said 238.614 acre tract, for a distance of
787.79 feet, to a calculated point for corner at the point of curvature of a curve to the left, having
a radius of 2914.83 feet, a central angle of 17°50' 12", and a tangent of 457.40 feet;
THENCE, continuing along said west line and with said curve to the left for an arc distance of
907.41 feet (Chord Bearing North 10°S3' S8" East — 903.75 feet), to a calculated point for corner;
THENCE, North 01°58'52" East, continuing along said west line, for a distance of 186.33 feet,
to a calculated point for corner at the northwest corner of said 238,614 acre tracts
THENCE, South 88°42' 15" East, along the north line of said 238.614 acre tract, for a distance of
1359.79 feet, to a 4"x4" concrete monument found;
THENCE, South 88°52' 10" East, continuing along said north line, for a distance of 661.91 feet,
to a 4"x4" concrete monument found;
�G2o�'3
THENCE, South 88°46'30"Bast, continuing along said north line, for a distance of 1149.22 feet,
to a 5/8 inch iron rod found;
THENCE, South 88°1631 Last, continuing along said north line, for a distance of 1556.75 feet,
to the POINT OF BEGINNING and containing 569,397 acres of land,
LEGAL pESCRIPTION
TRACT 2
llelai; utul t3aunds Uescrlptiun
207 Acres
S1Tl1A1E0 Ili the State of Texas, County of Golub, being pent of the Grundisun Stork 5urvay, Abstract trio. l98, being Ilse port of u
36,60 acre Tract 11 as recorded wider County Clerk No, 06�0000181 of the Collin Courtly Land Records +vlth said promises being more
articular described an followot
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13MINNINO ai u railroad spike found making the ftrtercentlarr of the uPPtaxknuto nnlddla of Cuurty Maud 422 with the west
right—of—way line of State Highway No. 5, said comer being the southeast corner of Alto herein doscribed promises and Ore. northeast
cwar of a 9,9fi arse Itncl as rocortled in Volume 540, Palo 241 of ilia Collin county Land Retards;
THENCE with the uPPrartiinuto middle of Cauniy Road d22, Ilia e6atli line ul r:ai prarnlues and the north line o said Road
23
tract, 1Yoet, 741,00 foot to a railroad opiko sot at the approximate conlodino Intersoction of County Road 422 with County Road 423
rnarkbrg the suuibry A uoruer of sold piemlues, the norlheast collier of said 9.06 Otte Eruct, and being in ilia east lino of Huger'o
1247020 acre tract;
THENCE with the aPprnximnto middle of cormty Hand 423 niong the wool Ilnc of sold Pram150n, thu west "no of sold .16.r; nrro
tand the cost lino of several small tracts of land, North 00'07'53" East, Passing at 27932 foot a %~inch iron rod found, passing
ract 445.t13 feet n —inch iron rid found, passtnp at 646.p3 feet a yr-dnch iron rod found, posing at 73RA3 fool o %�Inclr iron rod
found, passng at 839,75 feet a Y—inch iron rod found, passing nt 979.00 feat a P.K. nail found marking the interoecilon of County
Rand f036 ( going west), passing at 1110.54 foot a P,K, nail found, and continuing for a total dist(1110 of 1185.80 foot to u rcriboad
spike oat marking tin northwest comnt of nald promises and the southwest coloor of a 1.2.1 acro tract as worded under County Clark
No. 944111462 of the Collin Count yy Land Recordtr,
THENCE with ilia narih Iino of sold Prominas and ilia sordh tins of said 1,21 acro tract. North 69425'15" East, passing at 210,24
feat u Yt—inch froh rod found niatking t►re southeast corner of add 1.2i ucl-e ttuct and ilia southwost cortior of a 5.04 aere tract (being
the eustetly pottiat of a 6.25 acre tract as recorded fit VoNlne 356, Page 255 of the Collin County Lund Recor(1s) for a total distance
of 070.75 foot to a OCA cupped iron tod found In iho west right —of r,ay line of State Highway No. 5 making the soufhaaat comer of
sold 5104 arro tract and the northeast corner of said protnlsaa;
THENCE with the eustelly Gire of said Ptetnlses alai the westerly tight —of —way lice of St(de Highvruy No. li as follows: South
02'57'30" West, 120.22 foot to a Roome cnppoel %2 inch Von rod oat marking the hng3nning of a curvy to the right; Southwontor►y alone
sold curve having a control angle of 14 X01" with a rodkis of V160,72 feet, for an arc distenco of 958,42 feet jebord = South
to iho16oU West,
bvyi84 feet) ufiteult Roorgei 0capped Yj�lnch
se �7roWng tth Innd of snit] curve; South 1l1'A946" Ylesl, 144.06 feet
LEGAL RESCRIPTION
TRACT 3
LEGAL CICSGRIPTION
1,742,158 sot 11 9.13919944 ACMES
son dated Jame
FtNO a 3t).9944 acretract
Of land
that calllled 'I74t54 acre lt tract �f land conveyed by deed et K 5 Nor 7 g, Colin
ounty, Texas and being p
0, 5, peed Records, Gatlin County, Texas (p.R.G.G.T•) and being Me1807, recorded In Valumo 'IAA, Page ?.4
articuiarly described as follows:
t4aviay tno of the Union pecific, Railroad
1GGINN1114G at (z '10. iron rod found
or corn in the ontar►ls of County Road southow h47.1 a d being the s uihwI st corner of said
12
U.P4R%R.) (a 100' .O•W )d being
►9.9944 ears tract of land;
THENCE N '18 doo3 09 min, oo ee nd along
the southwest core Southeast nerofa caine lled 19,211 RP4,13 distance of 1&4166440 � re lractof land conveyedby
.a a 112' Iron rod found for corner a 3430, D.R.G.G.T.;
iinod to Tommy Gunningham, recorded in Volume 4802, NO
of
and
} g tho With
HENCE s 85 dog. 59 min 33 so c elong
ed by deed tole south ►,*jo of said Cecil B. Cunn tghatrtsrecordod Irn4VolMct nes480211P ge 3436,
11Ile of a 19,211 acre tract of land Y
010f of sold
ORC.C: r., a distance of 1,37a � grad being in the weatlin of aocalled 1016 Uacra t oat of Lando nv eyed by deed
r` ocil D, Cunningham tract of I
4o Allen Frank, recorded in County Glerl<'s File tJo. t18-0067ti53, U.F2,G.G: r„ 116 A4
'THENCE a 00 dog* 44 rr►in. 33 sect C, aiUng the west fine of said 410.164 acre tract of land, a distance of 'l,
rapt to a 112" iron rod Set fOrCna�rnor and being In 00 Center of GalOtly Road 421, and also being the southwest earner
f said 10.154 acre tract of I
44 min. 00 nt $ 9 1,742J68 thecenter
r of or said co nt acres of land.l' a distance of 1,7a4.A5 feet to ttto
!tiCNGB N 89 dog, and 1rOINT Of BEGINNING a
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SECn 4(b)(3)ii,iti
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COWN COUNTY OUTER LOOP
PROPOSED
METERING
STATION � ANNA E.T.J.
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OFF —SITE START (EXISTING
MANHOLE IN MELISSA)
SECTION 4(b)(3)(i)
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srnnoN
RESIDENTIAL
DISTRICT B
The Clemmons Creek Sanitary Sewer Interceptor shall conaiet of a
minimum 15 inch sanitary sewer line beginning at the connection
to the existing Clemmons Creek sanitary sewer interceptor in
Melissa and extending north to CR 422, and aholl include a
metering station and SCADA equipment that meets all City and
North Texas Municipal Water Oistrtct requirements.
The final location and alignment of the Clemmons Creek Sanitary
Sewer Interceptor, the Project Force Main, and the Project l;it
Station shall be subject to approval by the City. The design and
construction of the Sanitary Sewer Facilities shall conform to the
most current City Regulations
Phase 1 of the Project Lift Station and Project Force Main shall
be designed to serve residential District B as shown on this
Exhibit B. Phase 1 of the Project Force Main shall have a
minimum diameter of 3 inches. Phase 1 of the Project Lift
Station shall have a minimum capacity of 125 gallons per minute.
800 400 0 800
SCALE IN FEET
1" = 800'
EXHIBIT "B"
ANITARY SEWER
FACILITIES
ANNA TOWN SQUARE
CITY OF ANNA
COLLIN COUNTY, TEXAS
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3B
SUBDIVISION IMPROVEMENT AGREEMENT
This Subdivision Improvement Agreement (this "Agreement") is entered into between the City
of Anna, Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd., Anna Town Center No.
2/BRTO, Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna
Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., 40 PGE, Ltd., O.P. Leonard,
Jr. Investment Company, Ltd., Nancy Alice Leonard Investment Company, Ltd. (collectively,
"Owner") and Anna Crossing AMC, Ltd., ("Payee").
WHEREAS, Owner and the City are sometimes collectively referenced in this Agreement as the
"Parties," or, each individually, as "Party"; and
WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject
matter specifically set forth herein and that this Agreement, and shall supersede any previous
agreement between the Parties and City Regulations only to the extent that any such
agreements or City Regulations directly conflict with the terms of this Agreement; and
WHEREAS, Owner owns and desires to develop a parcel or parcels of real property (the
"Property") in Collin County, Texas, which is composed of approximately 600 acres of land
located entirely within the corporate limits of the City of Anna and is more particularly and
separately or jointly described in the attached Exhibit A; and,
WHEREAS, Owner acknowledges that the obligations undertaken under this Agreement are
primarily for the benefit of the Property; and,
WHEREAS, Owner understands and acknowledges that acceptance of this Agreement not an
exaction or a concession demanded by the City but rather is an undertaking of Owner's
voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit
Owner's development of the Property;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
agree as follows.
SECTION 1 RECITALS INCORPORATED
The recitals set forth above are incorporated herein as if set forth in full to further describe the
Parties' intent under this Agreement and said recitals constitute representations by Owner and
the City.
SECTION 2 DEFINITIONS
Actual Amount Paid, with respect to each category of Public Improvements, means the dollar
amount actually paid for the Reimbursable Costs at the time of full and final completion,
dedication and acceptance of each such category of Public Improvements.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 1
Capital Improvements Plan means the City's plan that identifies capital improvements or facility
expansions for which impact fees may be assessed, as may be adopted or amended by the City
from time to time.
City Code means the Anna City Code of Ordinances.
City Manager means the current or acting City Manager of the City of Anna or a person
designated to act on behalf of the City Manager if the designation is in writing and signed by
the current or acting City Manager.
City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and
other policies duly adopted by the City.
Development means the new development on the Property that is the subject of this
Agreement.
Estimated Reimbursable Amount, with respect to each category of Public Improvements,
means the dollar amount of Reimbursable Costs as determined under Section 3(a) of this
Agreement.
Final Reimbursable Amount, with respect to each category of Public Improvements, means a
dollar amount equal to the Estimated Reimbursement Amount or the Actual Amount Paid,
whichever is less, provided, however, that the Actual Amount Paid for Reimbursable Costs shall
be deemed to constitute the Final Reimbursable Amount even if said Actual Amount Paid
exceeds the Estimated Reimbursable Amount, but only to the extent that the City has approved
reimbursement to the Owner of any Increased Amount in accordance with Section 3(a)(3) of
this Agreement.
Future Roadway Facilities mean the future roadway improvements described and depicted in
further detail in Exhibit F.
Increased Amount has the meaning assigned under Section 3(a)(3) of this Agreement.
Perimeter Trails mean the trails which may
and in further detail in Exhibit E.
be privately owned and maintained as des
Public Improvements mean, collectively, the following categories of improvements that shall be
owned and maintained by the City: Sanitary Sewer Facilities, Water Facilities, Roadway
Facilities, and Future Roadway Facilities.
Reimbursable Costs, with respect to each category of Public Improvements, means the cost of
design and construction of said Public Improvements as described respectively in Section
4(b)(3), Section 5(b)(3), and Section 6(b)(2) of this Agreement. Notwithstanding any provision of
this Agreement, Reimbursable Costs do not include the value of property/easement dedications
by Owner that are located within the Property and that are necessary for access, maintenance,
repair, or removal of any of the Public Improvements.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 2
Roadway Facilities mean the following improvements to be constructed by the Owner in
accordance with design/construction plans to be approved by the City: (1) the CR 422 Roadway
Improvements as described and depicted in further detail in Exhibit E, and (2) the Perimeter
Trails as described and depicted in further detail in Exhibit E.
Sanitary Sewer Facilities mean the Clemons Creek Sanitary Sewer Interceptor, the Project Lift
Station, and the Project Force Main to be constructed by Owner as described and depicted in
further detail in Exhibit B, attached hereto, and in accordance with design/construction plans to
be approved by the City.
Water Facilities mean the CR 422 Water Main Extension to be constructed by Owner as
described and depicted in Exhibit D, attached hereto, and in accordance with
design/construction plans to be approved by the City.
SECTION 3 GENERAL PROVISIONS.
(a) Determination of Estimated Reimbursable Amount. Before Owner may commence
construction of any portion of the Public Improvements, and before the City is obligated to
amend its Capital Improvement Plan as provided for under this Agreement, the Parties
must first determine the Estimated Reimbursable Amount for each category of Public
Improvements. The procedure for making such determination is as follows:
(1) Within 45 days of the Effective Date of this Agreement, Owner shall prepare and
Future Roadway Facilities or construction beyond Phase 1 of the Nro�ect urt �Laucrr�
and Project Force Main. Within 45 days of delivery of an Estimate Submittal to the City,
the City Manager shall provide a written notice to Owner that either: (i) confirms the
City's agreement with the estimates, in which case the agreed estimates shall
constitute the Estimated Reimbursable Amount under this Agreement and the
respective estimated amounts as to each category of Public Improvements shall be
appended to this Agreement as Exhibit G. or (ii) requires Owner to advertise for and
award bids in the same manner set forth for competitive sealed bids for each category
of Public Improvements under Local Government Code Chapter 252 as if the City were
pursuing a public improvement contract subject to said Chapter 252. If the City elects
to require Owner to seek competitive bids, Owner shall strictly follow the bidding
procedures for competitive sealed bids, shall supply the City with true and complete
copies of all notices of bid requests and all bids subsequently received. The City
Manager reserves the right to cause Owner to reject all bids and re -advertise, but the
City Manager may do so only once. Owner and the City Manager shall then negotiate
SUBDIVISION IMPROVEMENT AGREEMENT —Page 3
in good faith to reach agreement as to an Estimated Reimbursable Amount. If those
negotiations result in an agreement, then the agreed estimates shall constitute the
Estimated Reimbursable Amount under this Agreement and the respective estimated
amounts as to each category shall be appended to this Agreement as Exhibit G.
(2) When Owner and the City reach agreement on an Estimated Reimbursable Amount,
Owner may thereafter from time to time request that the City approve reimbursement
to Owner of any portion of Reimbursable Costs that exceeds the Estimated
Reimbursable Amount ("Increased Amount"). A request for reimbursement shall not
be deemed finally approved by the City unless the request is: (i) made in accordance
with this Agreement; (ii) reviewed and signed by the City Manager or designee in
advance of any expenditure or transaction being made for the Increased Amount; and
(iii) is properly documented as being a portion of the Actual Amount Paid under
Section 3(b) of this Agreement. The City Manager may deny a request, approve a
request in whole or in part, or approve a request with conditions. The City Manager
shall not unreasonably deny, condition or delay the reimbursement request of an
Increased Amount. If no written approval of a request is provided to Owner by the
City Manager within five business days after the request is delivered to the City, the
request shall be deemed to be denied, except that Owner and the City Manager may
extend the time period for approval by mutual agreement. Requests for
reimbursement of an Increased Amount must:
A. be in writing and signed by Owner;
B. include supporting materials justifying the Increased Amount;
C. include a true and complete copy of the proposed written change order from the
contractor and/or subcontractor who shall perform the work and/or provide the
materials described in the change order, and
requested sufficiently in advance of any expenditure or transaction being made
for the Increased Amount that is the subject of the Request, but in no event any
later than five business days before making any such expenditure or transaction.
(3) Any Reimbursable Costs that exceed the Estimated Reimbursable Amount that area
result of change orders to the construction contracts for the Public Improvements,
that are requested in writing by the City Manager, shall be an approved Increased
Amount.
(b) Documentation of Actual Amount Paid. Once Owner fully completes each category of
Public Improvements, and before the City has accepted such category of Public
Improvements after inspection, Owner shall provide the City Manager with documentation
reasonably acceptable to the City Manager evidencing the Actual Amount Paid for that
category of Public Improvements.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 4
(c) Limit of City Participation and Procurement Method. If any of the construction contracts for
the Public Improvements are not competitively bid in compliance with Texas Local
Government Code Chapter 252, then with respect to those contracts the limit of City
participation in funding those construction costs —including the reimbursement of impact
fees to Owner as provided for in this Agreement —shall not exceed 30% of the total
contract price; provided, however, that said 30% limitation shall not apply the City's
participation in funding the cost for any oversizing of any of the Public Improvements,
including but not limited to increased capacity of improvements to anticipate future
development in other areas. As such, the City's reimbursements required to be made to
Owner under this Agreement —at least with respect to the offsite and oversized
improvements —are not included in determining the 30% limitation.
(d) Books and Records of Owner. If any of the construction contracts for the Public
Improvements are not competitively bid in compliance with Texas Local Government Code
Chapter 252, then —with respect to any information related to those contracts —the
owners books and records shall be available for inspection by the City at all reasonable
times upon the City's request.
(e) Performance Bond Payment Bond and Other Security. For each construction contract for
any part of the Public Improvements, Owner or Owner's contractor must execute a
performance bond in favor of the City and a payment bond for the construction and work
covered by those contracts, which bonds shall be in accordance with Texas Government
Code, Chapter 2253 and applicable City Regulations. For each construction contract for any
part of the Public Improvements, Owner or Owner's contractor further must execute a
Maintenance Bond in accordance with applicable City Regulations that guarantee the costs
of any repairs which may become necessary to any part of the construction work
performed in connection with the Public Improvements, arising from defective
workmanship or materials used therein, for a full period of two years from the date of final
acceptance of the Public Improvements constructed under such contract.
(f) Public Improvements, Generally. Except as otherwise expressly provided for in this
Agreement, Owner shall provide all Public Improvements, including streets, utties,
drainage, sidewalks, trails, street lighting, street signage, and all other required
improvements, at no cost to the City except as provided herein, in accordance with City
Regulations, and as approved by the City's engineer or his or her agent. Owner shall cause
the installation of such improvements within all applicable time frames in accordance with
the City Regulations unless otherwise approved herein. Owner shall provide engineering
studies, plan/profile sheets, and other construction documents at the time of platting as
required by City Regulations. Such plans shall be approved by the City's engineer or his or
her agent prior to approval of a Final Plat. Construction of such improvements shall not be
initiated until a pre -construction conference has been held regarding the proposed
construction and City has issued a written notice to proceed.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 5
(g) Acceptance of Public Improvements and Owner's Remedy. It shall not be a breach or
violation of the Agreement if the City withholds City utility services of any type that it is
obligated to provide under this Agreement or otherwise obligated to provide until all
required Sanitary Sewer Facilities and Water Facilities are properly constructed according
to the approved engineering plans and City Regulations, and until such Sanitary Sewer
Facilities and Water Facilities are dedicated to and accepted by the City. From and after the
inspection and acceptance by the City of the Public Improvements and any other
dedications required under this Agreement, such improvements and dedications shall be
owned by the City. Owner's sole remedy for nonperformance of this Agreement by the
City shall be to seek specific performance and payment pursuant to the terms of this
Agreement.
(h) Approval of Plats/Plans. Approval by the City, the City's Engineer or other City employee or
representative, of any plans, designs or specifications submitted by Owner pursuant to this
Agreement or pursuant to City Regulations shall not constitute or be deemed to be a
release of the responsibility and liability of Owner, his engineer, employees, officers or
agents for the accuracy and competency of their design and specifications. Further, any
such approvals shall not be deemed to be an assumption of such responsibility and liability
by the City for any defect in the design and specifications prepared by Owner's engineer,
his officers, agents, servants or employees, it being the intent of the parties that approval
by the City's engineer signifies the City's approval on only the general design concept of the
improvements to be constructed.
(i) Insurance. Owner or its contractors) shall acquire and maintain, during the period of time
when any of the Public Improvements are under construction (and until the full and final
completion of the Public Improvements and acceptance thereof by the City: (a) workers
compensation insurance in the amount required by law; and (b) commercial general
liability insurance including personal injury liability, premises operations liability, and
contractual liability, covering, but not limited to, the liability assumed under any
indemnification provisions of this Agreement, with limits of liability for bodily injury, death
and property damage of not less than $1,000,000,00, Such insurance shall also cover any
and all claims which might arise out of the Public Improvements construction contracts,
whether by Owner, a contractor, subcontractor, materialman, or otherwise. Coverage must
be on an "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is
rated "A-V or better by A.M. Best's Key Rating Guide and licensed to do business in the
State of Texas; and (ii) name the City as an additional insured and contain a waiver of
subrogation endorsement in favor of the City. Upon the execution of Public Improvement
construction contracts, Owner shall provide to the City certificates of insurance evidencing
such insurance coverage together with the declaration of such policies, along with the
endorsement naming the City as an additional insured. Each such policy shall provide that,
at least 30 days prior to the cancellation, non -renewal or modification of the same, the City
shall receive written notice of such cancellation, non -renewal or modification.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 6
(j) Indemnification and Hold Harmless. OWNER COVENANTS AND AGREES TO INDEMNIFY AND
DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS,
EXPERT WITNESSES AND OTHER CONSULTANTS) ARISING OUT OF OR IN CONNECTION
WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR
OMISSIONS OF OWNER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS,
MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR
INSTALLATION OF THE PUBLIC IMPROVEMENTS, INCLUDING BUT NOT LIMITED TO INJURY
OR DAMAGE TO CITY PROPERTY, SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS
AGREEMENT. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE
OWNER'S DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE PUBLIC
IMPROVEMENTS THAT ARE THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS,
METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN,
CONSTRUCTION OR INSTALLATION. THERE IS NO JOINT ENTERPRISE BETWEEN THE CITY
AND OWNER. THE OWNER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS, BY ANY
PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED
THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE
OWNER'S REPRESENTATIONS THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN
CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH OWNERSHIP OF THE
PROPERTY; ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF ANY TYPE OF
DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY.
(k) Eminent Domain. Owner agrees to use reasonable efforts to obtain all third -party rights -of -
way, consents, or easements, if any, required for the Public Improvements. If, however,
Owner is unable to obtain such third -party rights -of -way, consents, or easements within
ninety (90) days of commencing efforts to obtain the needed easements and right of way,
the City agrees to take reasonable steps to secure same (subject to City Council
authorization after a finding of public necessity) through the use of the City's power of
eminent domain. Owner shall be responsible for funding all reasonable and necessary legal
proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert
witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the
exercise of its eminent domain powers and shall escrow with a mutually agreed upon
escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the
initiations of each eminent domain proceeding and as funds are needed by the City.
Provided that the escrow fund remains appropriately funded in accordance with this
Agreement, the City will use all reasonable efforts to expedite such condemnation
procedures so that the Public Improvements can be constructed as soon as reasonably
possible. If the City's Eminent Domain Fees exceed the amount of escrowed funds, Owner
shall deposit additional funds as requested by the City into the escrow account within ten
(10) days after written notice from the City. Any unused escrow funds will be refunded to
SUBDIVISION IMPROVEMENT AGREEMENT —Page 7
Owner with ten (10) days after any condemnation award or settlement becomes final and
non -appealable. Nothing in this subsection (k) is intended to constitute a delegation of the
police powers or governmental authority of the City, and the City reserves the right, at all
times, to control its proceedings in eminent domain.
(I) Payee Information. With respect to any and every type of payment/remittance due to be
paid at any time by the City to the Owner under this Agreement, the name of Payee for
such payment shall be Anna Crossing AMC, Ltd., and the payment/remittance shall be sent
or delivered to the following address.
Richard M. Skorburg
8214 Westchester
Suite 710
Dallas, TX 75225
SECTION 4 SANITARY SEWER FACILITIES
(a) Owner's Obligations.
(1) Owner is responsible for funding and construction of all sanitary sewer improvements
required to serve the property, including but not limited to the Sanitary Sewer
Facilities; provided, however, that Owner —to the extent provided for in this
Agreement —shall be entitled to reimbursement of certain impact fees in a total
amount that shall not exceed the Final Reimbursable Amount for the Sanitary Sewer
Facilities.
(2) Within three years of the Effective Date, Owner agrees to complete in a good and
workmanlike manner construction of the Clemons Creek Sanitary Sewer Interceptor
and Phase 1 of the Project Lift Station, and the Project Force Main as shown on
Exhibit B. If Owner fails to fully complete construction of the Clemons Creek Sanitary
Sewer Interceptor and Phase 1 of the Project Lift Station and Project Force Main in said
manner within three years of the Effective Date of this Agreement, then Owner's and
the City's obligations under this Section 4 shall terminate.
(b) City's Obligations.
(1) Upon approval of the engineering plans required under City Regulations, the City will
initiate the required procedures to include the Sanitary Sewer Facilities in its Capital
Improvement Plan.
(2) The City will collect in accordance with City Regulations and state law certain sanitary
sewer impact fees and will remit same to Owner on a calendar quarterly basis until the
total amount remitted to Owner is equal to the Final Reimbursable Amount of the
Reimbursable Costs (as described in the following subsection) for the Sanitary Sewer
Facilities; after which time, the City's obligation to remit sanitary sewer impact fees to
SUBDIVISION IMPROVEMENT AGREEMENT —Page 8
Owner shall cease. The impact fees that shall be so collected and remitted to Owner
include those collected with respect to development of: (i) the Property; and (ii) other
new developments that will use a portion of the capacity of the Clemons Creek
Sanitary Sewer Interceptor constructed by Owner. Said impact fees shall be the sole
source of reimbursement/funding that City is obligated to provide to Owner in
connection with the Sanitary Sewer Facilities even if the total amount of said impact
fees is less than the Final Reimbursable Amount for the Sanitary Sewer Facilities.
(3) Reimbursable Costs of the Sanitary Sewer Facilities include:
i. All of the off -site, third -party property/easement acquisitions,
engineering, design, and construction costs of the Sanitary Sewer
Facilities; provided, however, that reimbursable costs as relates to third -
party property/easement acquisitions shall be limited to the fair -market
value of any property/easement acquired, plus any damages to the
remainder, all as determined by a Licensed Appraiser selected by the City
and Eminent Domain Fees. For the purposes of this paragraph, "off -site"
is defined as starting at the existing manhole in Melissa (including the
required NTMWD meter and vault), and extending north to the southern
boundary of the District A residential tract, as depicted in Exhibit B.
ii. All of the construction costs to increase the size of the on -site sewer It
from 8 inches to 15 inches. For the purposes of this paragraph, "on -site"
is defined starting at the southern boundary of the District A residential
tract and extending north to CR 422.
iii. All of the engineering, design and construction costs of the Project Lift
Station and Project Force Main as shown on Exhibit B up to a maximum
amount of $750,000 subject to the following reimbursement schedule.
1. Reimbursement of 100% of the sanitary sewer impact fees collected
for Phase 1 of the Project Lift Station and Project Force Main up to a
maximum reimbursable amount of $250,000; and thereafter
Reimbursement of 25% of the impact fees collected up to a total
maximum reimbursable amount of $750,000 for the Project Lift
Station and Project Force Main constructed by the Owner and
accepted by the City within ten (10) years of the Effective Date.
(4) Subject to paragraph (4)(i) below, City will reserve for ten (10) years from the Effective
Date, two (2) MGD of the three (3) MGD of sanitary sewer capacity (as defined in
Exhibit C)—acquired by the City through an interlocal agreement with the City of
Melissa ("Melissa Interlocal Agreement"), attached hereto as Exhibit C—in the
Clemons Creek Sanitary Sewer Interceptor to serve the Property; provided however,
that said reservation of capacity shall be subject to the requirements and limitations of
the North Texas Municipal Water District Regional Wastewater Customer Service
SUBDIVISION IMPROVEMENT AGREEMENT -Page 9
Contract for Customer Service with the City of Anna, attached hereto as Exhibit C1 to
the extent that said requirements and limitations may at any time result in the City
being contractually required to reserve less than the above -referenced two (2) MGD of
sewer capacity. Notwithstanding the foregoing or any other provision in this
Agreement, the City shall have the right at any time once it becomes a member of the
North Texas Municipal Water District Regional Wastewater Treatment System and
Upper East Fork Regional Interceptor System ("Regional Wastewater System") to
convey its interest in the sanitary sewer capacity acquired by the City under the
Melissa Interlocal Agreement to the North Texas Municipal Water District, in which
event Owner shall receive capacity from the City through the Regional Wastewater
System in accordance with the City's contractual obligations with regard to the
Regional Wastewater System and the City shall not be obligated to reserve any
capacity for Owner.
i. If complete final plats that included at least 300 single family residential
lots located on the Property have not been filed in the Land Recordings of
the Collin County Clerk's Office within six (6) years of the Effective Date,
the City's obligations under Section 4 paragraph (b)(4) above shall
terminate. Construction by the Owner and acceptance by the City of all
the public infrastructure required to serve the Property, as set forth in a
final plat approved by the City, is a pre -requisite for filing such final plat
in the Land Recordings with the Collin County Clerk's Office.
SECTION 5 WATER FACILITIES
(a) Owner Obligations.
(1) Owner is responsible for funding and construction of all water improvements required
to serve the property, including but not limited to the Water Facilities; provided,
however, that Owner —to the extent provided for in this Agreement —shall be entitled
to reimbursement of certain impact fees in a total amount that shall not exceed the
Final Reimbursable Amount for the Water Facilities.
(2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and
workmanlike manner construction of the Water Faces. If Owner fails to fully
complete construction of the Water Facilities in said manner within three years of the
Effective Date of this Agreement, then Owner's and the City's obligations under this
Section 5 shall terminate.
(3) Owner agrees that the number of lots to be developed in the Property shall be limited
by the City's ability to provide adequate domestic water service and meet the
minimum fire flows as required by the City's Fire Chief and applicable development
regulations adopted by the City. Owner agrees that the determination of the ability to
meet "adequate domestic water service and fire flows" and the maximum number of
lots that can be developed will be made by the City in consultation with its engineer
SUBDIVISION IMPROVEMENT AGREEMENT —Page 10
through a hydraulic analysis of the existing water distribution system and using the
same demand criteria as established in the City's water distribution system master
pIan.
(4) Owner shall construct a loop of the CR 422 Water Main from its terminus back to the
water main that runs parallel to the DART rail line (the "Water Loop") when
determined necessary by the City to comply with reasonable requirements for
minimum fire flows, or when the total number of residential lots constructed within
the Property exceeds 250, whichever occurs first. The minimum size of the Water
Loop shall be 12 inches, and the final location and alignment of the Water Loop shall
be subject to approval by the City.
(b) City Obligations
(1) Upon approval of the engineering plans required under City Regulations, the City will
initiate the required procedures to include the Water Facilities in its Capital
Improvement Plan.
(2) The City will collect in accordance with City Regulations and state law certain water
impact fees and will remit same to Owner on a calendar quarterly basis until the total
amount remitted to Owner is equal to the Final Reimbursable Amount of the
Reimbursable Costs, as described in the paragraph (3), below, for the Water Facilities;
after which time, the City's obligation to remit water impact fees to Owner shall cease.
The impact fees that shall be so collected and remitted to Owner include those
collected with respect to development of: (i) the Property; and (ii) other new
developments that will directly tie into and use a portion of the capacity of the CR 422
Water Main Extension. Said impact fees shall be the sole source of
reimbursement/funding that City is obligated to provide to Owner in connection with
the Water Facilities even if the total amount of said impact fees is less than the Final
Reimbursable Amount for the Water Facilities.
(3) Reimbursable Costs of the Water Facilities include:
All of the off -site, third -party property/easement acquisitions,
engineering, design, and construction costs; provided, however, that
reimbursable costs as relates to third -party property/easement
acquisitions shall be limited to the fair -market value of any
property/easement acquired, plus any damages to the remainder, all as
determined by a Licensed Appraiser selected by the City and Eminent
Domain Fees. For the purposes of this paragraph, "off -site" is defined as
starting at the existing water main that runs parallel to the DART line, and
extending east along CR 422 to the western boundary of the District A
residential tract as depicted in Exhibit D; and, from the eastern boundary
of the District A residential tract extending east to the north/south leg of
CR 422.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 11
ii. All of the construction costs to increase the size of the on -site water line
from 8 inches to 12 inches. For the purposes of this paragraph, "on -site"
is defined as starting at the western boundary of the District A tract and
extending east to the east boundary of the District A tract; and, from the
southern boundary of the District B residential tract as depicted In in
Exhibit D, and extending north to the northern boundary of the District B
residential tract.
(4) Upon City's approval —if such approval shall occur within three (3) years of the
Effective Date —of the engineering plans required under City Regulations for the Water
Loop, the City will initiate the required procedures to include the construction cost
required to increase the size of the Water Loop from 8 inches to 12 inches in its water
impact fee capital improvements plan.
SECTION 6 ROADWAY FACILITIES AND FUTURE ROADWAY FACILITIES
(a) Owner Obligations.
(1) Owner is responsible for funding and construction of all roadway improvements
required to serve the Property, including but not limited to the Roadway Facilities and
at least two lanes of each roadway included in Exhibit E1 Future Roadway Facilities;
provided, however, that Owner —to the extent provided for in this Agreement —shall
be entitled to reimbursement of certain road capital improvement fees in a total
amount that shall not exceed the Final Reimbursable Amount for the Roadway
Facilities and the Future Roadway Facilities.
(2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and
workmanlike manner construction of the Roadway Facilities. If Owner fails to fully
complete construction of the Roadway Facilities in said manner within three years of
the Effective Date of this Agreement, then Owner's and the City's obligations under
this Section 6 shall terminate.
(3) Owner agrees to pay to City a Road Capital Improvement Fee, which shall be the
greater of: (1) $1350 per living unit for single family and duplex developments, $750
per living unit for multi -family developments, and $1,500 per 1,000 SF of gross floor
area for all other types of land use; or (2) an amount equal to any applicable roadway
impact fee subsequently adopted by the City. As to any given living unit or as to any
given 1,000 SF of gross floor area for all other types of land use, Owner shall not be
obligated to pay both the Road Capital Improvement Fee and a roadway impact fee
adopted by the City. The Road Capital Improvements Fee shall be paid when each
building permit is issued.
(b) City Obligations.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 12
(1) City will collect the Road Capital Improvement Fee on each building permit issued
within the Property. City will remit the Road Capital Improvement Fees to Owner on a
calendar quarterly basis until the total amount remitted to Owner is equal to the Final
Reimbursable Amount of the Reimbursable Costs, as described in the paragraph (2),
below, for the Roadway Facilities and the Future Roadway Facilities, Said Road Capital
Improvement Fees shall be the sole source of reimbursement/funding that City is
obligated to provide to Owner in connection with the Roadway Facilities and Future
Roadway Facilities even if the total amount of said Road Capital Improvement Fees is
less than the Final Reimbursable Amount for the Roadway Facilities and Future
Roadway Facilities.
(2) Reimbursable Costs.
Reimbursable Costs of the Roadway Facilities include all of the off -site, third -party
property/easement acquisitions, if any, and engineering, design, and construction
costs necessary for the Roadway Facilities, provided, however, that Reimbursable
Costs as relates to third -party property/easement acquisitions shall be limited to
the fair -market value of any property/easement acquired, plus any damages to the
remainder, all as determined by a Licensed Appraiser selected by the City and
Eminent Domain Fees.
ii. Except as outlined in paragraph (2)(iii) below, Reimbursable Costs of the Future
Roadway Facilities include engineering, design, and construction costs necessary
for Future Roadway Facilities in excess of two lanes of each roadway included in
Exhibit E1 that are constructed by the Owner and accepted by the City within ten
(10) years of the Effective Date of this Agreement.
Reimbursable Costs of the Future Roadway Facilities do not include costs
associated with roadway improvements, including Future Roadway Facilities,
constructed by the Owner as the result of a demonstrated need identified in a
traffic impact analysis required by the City under Article 3, Section 1.03 (e) of the
City's Subdivision Regulations.
(c) Notwithstanding the foregoing or any other provision in this Agreement, the City may
require the Owner to construct any roadway required to serve the Property, including the
Future Roadway Facilities, consistent with City Regulations, Road Capital Improvement
Fees remitted to the Owner are limited to the Reimbursable Costs as described in the
subsection (b)(2), above, for the Roadway Facilities and the Future Roadway Facilities.
(d) The Owner's obligation to pay Road Capital Improvement Fees shall terminate when the
Road Capital Improvement Fees collected by the City are equal to the sum of the Final
Reimbursable Amount for the Roadway Facilities and the Final Reimbursable Amount for
Future Roadway Facilities; provided, however, that upon termination of the Owner's
obligation to pay Road Capital Improvement Fees, the Owner shall have a continuing
obligation to pay any applicable per -living unit and per -square footage roadway impact fee
SUBDIVISION IMPROVEMENT AGREEMENT —Page 13
adopted by the City with respect to any portion of new development for which Owner had
not previously paid the per -living unit and per -square footage Road Capital Improvement
Fee.
SECTION 7 DEVELOPMENT FEES AND FIRE FEES
(a) Owner ObliPations as to Development Fees
Except as otherwise expressly stated in this Agreement, Owner shall pay all applicable
development and permit application fees and inspection fees in the amounts and at the
times as required under generally applicable City Regulations that are in effect at the time
each required development or permit application for the Property is accepted as
substantially complete by the City.
(b) Owner Obligations as to Fire Capital Improvement Fees
Owner agrees to pay to City a Fire Capital Improvement Fee, which shall be: (1) $200 per
living unit for single family and duplex developments, $100 per living unit for multi -family
developments, and $200 per 1,000 SF of gross floor area for all other types of land use. The
Fire Capital Improvement Fee shall be shall be paid when each building permit is issued.
SECTION 8 EFFECTIVE DATE
The Effective Date of this Agreement is the date that the last of the Parties' signatures to
this Agreement is fully and properly affixed to this Agreement and acknowledged by a
public notary. The City's duties and obligations hereunder shall not arise unless and until
the City Council has duly adopted this Agreement and Owner has duly executed same.
SECTION 9 TERMINATION
(a) This Agreement and all obligations of the Parties hereto, shall terminate upon full
performance of the terms of this Agreement or if Owner does not satisfy one of the
following events:
(1) Owner fails to meet all requirements (per City's Regulations) necessary to file a final
plat of phase I of District A (as shown in Exhibit H), consisting of at least 50 residential
lots in the Land Recordings with the Collin County Clerk's Office within five years of the
Effective Date of this Agreement, or;
(2) Owner fails to meet all requirements (per City's Regulations) necessary to file a final
plat of phase I of District B (as shown in Exhibit I), consisting of at least 20 residential
lots in the Land Recordings with the Collin County Clerk's Office within five years of the
Effective Date of this Agreement, or
(3) The Agreement has been terminated as otherwise set forth in this Agreement.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 14
SECTION 10 SUCCESSORS AND ASSIGNS
(a) All obligations and covenants of Owner under this Agreement shall constitute covenants
running with the land, and shall bind Owner and each successive owner of all of any
portion of the Property; provided, however, the terms of this Agreement shall (i) not be
binding on the owner of any residence that is purchased by such owner from a
homebuilder, and (ii) be subordinate to the lien of (and shall not be binding on) any
mortgagee who finances or refinances residences constructed on the Property.
(b) Without limiting the generality of the foregoing and except as otherwise provided in this
paragraph, Owner has the right (from time to time upon delivery of 14 days' prior written
note to the City) to assign this Agreement, in whole or in part, and including any obligation,
right, title, or interest of Owner under this Agreement, to any person or entity (an
"Assignee") that is or will become an owner of any portion of the Property or that is an
entity that is controlled by or under common control with Owner. Further, no assignment
by Owner shall release Owner from any liability that resulted from an act or omission by
Owner that occurred prior to the effective date of the assignment unless the City approves
the release in writing. Notwithstanding the foregoing, Owner shall not assign this
Agreement, in whole or in part, to an Assignee if the City, after action by the City Council
(which action shall be considered by the City in good faith based upon financial and
performance criteria, and which action shall not be unreasonably withheld, conditioned or
delayed), notifies Owner within 14 days of receipt of the written notice required by this
Section 11(b) that such Assignee fails to satisfy the City's financial and performance criteria.
If the City provides such notice to Owner then the Parties, within 14 days of such notice,
shall mediate the dispute. The mediator shall be mutually agreed -upon; and the cost of
such mediator shall be paid equally by the Parties. The mediator's determination shall be
binding on the Parties. If a Party refuses to mediate, then the decision of the Party willing
to mediate shall be binding.
(c) Each assignment shall be in writing executed by Owner and the Assignee and shall obligate
the Assignee to be bound by this Agreement to the extent this Agreement applies or
relates to the obligations, rights, title, or interests being assigned. From and after such
assignment, the City agrees to look solely to the Assignee for the performance of all
obligations assigned to the Assignee and agrees that Owner shall be released from
subsequently performing the assigned obligations and from any liability that results from
the Assignee's failure to perform the assigned obligations; provided, however, Owner shall
not be released until the City receives an executed copy of such assignment. Further, no
assignment by Owner shall release Owner from any liability that resulted from an act or
omission by Owner that occurred prior to the effective date of the assignment unless the
City approves the release in writing. Owner shall maintain written records of all
assignments made by Owner to Assignees, including a copy of each executed assignment
and the Assignee's Notice information as required by this Agreement, and, upon written
request from any Party or Assignee, shall provide a copy of such records to the requesting
person or entity.
SUBDIVISION IMPROVEMENT AGREEMENT —Page 15
SECTION 11 MISCELLANEOUS PROVISIONS
(a) Authority to execute contract. The undersigned officers and/or agents of the parties
hereto are the properly authorized officials and have the necessary authority to execute
this Agreement on behalf of the parties hereto, and each party hereby certifies to the other
that any necessary resolutions or other act extending such authority have been duly passed
and are now in full force and effect.
(b) Notice. All notices, demands or other communications required or provided hereunder
shall be in writing and shall be deemed to have been given on the earlier to occur of actual
receipt or three (3) days after the same are given by hand delivery or deposited in the
United States mail, certified or registered, postage prepaid, return receipt requested,
addressed to the parties at the addresses set forth below or at such other addresses as
such parties may designate by written notice to the other parties in accordance with this
notice provision.
If to the City: City of Anna
Attn: City Manager
P.O. Box 776
111 N. Powell Parkway
Anna, TX 75409
If to Owner: Richard M. Skorburg
8214 Westchester, Suite 110
Dallas, TX 75225
(c) Complete Agreement. This Agreement embodies the entire Agreement between the
Parties and cannot be varied or terminated except as set forth in this Agreement, or by
written agreement of the City and Owner expressly amending the terms of this Agreement.
(d) Applicable Law and Venue. This Agreement shall be performable and all compensation
payable in Collin County, Texas. Venue and exclusive jurisdiction under this Agreement lies
in a court of competent jurisdiction in Collin County, Texas.
(e) Severability. If any clause, paragraph, section or portion of this Agreement shall be found
to be illegal, unlawful, unconstitutional or void for any reason, the balance of the
Agreement shall remain in full force and effect and the unlawful provision shall be replaced
with a provision as similar in terms and effect to such unlawful provision as may be valid,
legal and enforceable.
(f) Representation. Each signatory representing this Agreement has been read by the party
for which this Agreement is executed and that such Party has had an opportunity to confer
with its counsel.
SUBDIVISION IMPROVEMENT AGREEMENT -Page 16
(g) Consideration. This Agreement is executed by the Parties hereto without coercion or
duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
(h) Waiver. Waiver by either Party or any breach of this Agreement, or the failure %J either
Party to enforce any of the provisions of this Agreement, at any time, shall not in any way
affect, limit or waive such Party's right thereafter to enforce and compel strict compliance
of the Agreement.
(i) Force Maieure. Thet me frames for Owner's performance asset forth in this Agreement
shall be extended by time frames equal to any delays caused by events of Force Majeure
which include an act of God, fire, earthquake, floods, explosion, adverse weather, war,
terrorism, invasion, insurrection, riot, mob violence, sabotage, inability to procure or
general shortage of labor, equipment, facilities, materials or supplies in the open market
for reasons other than cost increases, failure of transportation, strikes, lockouts, action of
labor unions, condemnation, laws, orders of governmental or civil military or naval
authorities, governmental delays in approving plans and issuing permits in cases where
same are ultimately approved or issued, when the foregoing causes are not within the
control of Owner.
(j) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties
hereto. The language of all parts of this Agreement shall be construed as a whole
according to its fair meaning, and any presumption or principle that the language herein is
to be construed against any Party shall not apply. Headings in this Agreement are for the
convenience of the Parties and are not intended to be used in construing this document.
(k) Estoppel Certificate. Within 30 days of written request by Owner, the City Manager shall
provide an estoppel certificate in recordable form stating that (i) either the Agreement is in
full force and effect or the Agreement has been terminated and the reasons for
termination, and (2) to the extent requested by Owner, a statement evidencing completion
or the status of completion of the Public Improvements in accordance with this Agreement.
(I) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City,
Owner and Payee and is not intended to and shall not confer any rights or benefits on any
third party not a signatory hereto.
(m) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Owner
and to any successor owner/developer of the Property, may be recorded in the Collin
County property records, and runs with the land. City agrees to execute documents in
recordable form evidencing completion of one or more Public Improvements once
completed in accordance with this Agreement.
(n) Counterparts. This Agreement may be executed in a number of identical counterparts,
each of which shall be deemed an original for all purposes.
[SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SUBDIVISION IMPROVEMENT AGREEMENT —Page 17
Owner:
Anna Town Center No. 1/BRGT, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 1/BRGT GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 1/BRGT GP
Corporation, general partner for Anna Town Center No. 1/BRGT, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 18
Owner:
Anna Town Center No. 2/BRTO, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 2/BRTO GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 2/BRTO GP
Corporation, general partner for Anna Town Center No. 2/BRTO, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 19
Owner:
Anna Town Center No. 3/WARN, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 3/WARN GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the __day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 3/WARN GP
Corporation, general partner for Anna Town Center No. 3/WARN, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 20
Owner:
Anna Town Center No. 4/SHRP1 Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 1/SHRP GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of _, 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 1/SHRP GP
Corporation, general partner for Anna Town Center No. 1/SHRP, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 21
Owner:
Anna Town Center No. 5/HSLT, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 5/HSLT GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 5/HSLT GP
Corporation, general partner for Anna Town Center No. 5/HSLT, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 22
Owner:
Anna Town Center No. 6/LNRD, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 6/LNRD GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 6/LNRD GP
Corporation, general partner for Anna Town Center No. 6/LNRD, Ltd.
Notary Public, State of Texas
���7=371�/�9[�7►�t�i1�Z�l�l�►�il�►�reZel:»�►�il�►����►�3
Owner:
40 PGE, Ltd.,
a Texas Limited Partnership
By: 40 PGE GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. SI<orburg1 President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of 40 PGE GP Corporation, general partner for 40
)GE, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 24
Owner:
O.P. Leonard, Jr. Investment Company,
a Texas Limited Partnership
By: Pecan TX, LLC,
a Texas Limited Liability Company, its General Partner
By:
O.P. Leonard, Jr., President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared O.P Leonard, Jr., known to me (or proved to me) to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same in his capacity as President of Pecan TX, LLC, , general partner for O.P. Leonard, Jr.
Investment Company, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 25
Owner:
Nancy Alice Leonard Investment Company, Ltd.
a Texas Limited Partnership
By: Pecan TX, LLC,
a Texas Limited Liability Company, its General Partner
By:
O.P. Leonard, Jr., President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared O.P Leonard, Jr., known to me (or proved to me) to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same in his capacity as President of Pecan TX, LLC, , general partner for Nancy Alice Leonard
Investment Company, , Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 26
Payee:
ANNA CROSSING AMC, LTD.
By: ANNA CROSSING AMC GP CORPORATION
By:
Richard M. Skorburg, its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Crossing AMC, GP Corporation, general
partner for Anna Crossing AMC, Ltd.
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 27
l:�lit�'ti e ► ► e
By:
Philip Sanders, City Manager
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2013,
personally appeared Philip Sanders, known to me (or proved to me) to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same in his capacity as City Manager of Anna, Texas,
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT —Page 28
ATTACHMENTS
Exhibit A —The Property (legal description and survey drawing)
Exhibit B —Sanity Sewer Facilities
Exhibit C —Melissa Interlocal Agreement
Exhibit C1—North Texas Municipal Water District Regional Wastewater Customer Service
Contract for Customer Service with the City of Anna
Exhibit D —Water Facilities
Exhibit E —Roadway Facilities
Exhibit F —Future Roadway Facilities
Exhibit G —Estimated Reimbursable Amount
Exhibit H —Preliminary Plat of District A
Exhibit I —Preliminary Plat of District B
SUBDIVISION IMPROVEMENT AGREEMENT —Page 29
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